Company Resolution Document Template for England and Wales
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What is a Company Resolution Document?
A Company Resolution Document records a formal decision made by the directors or members of a company registered in England and Wales. Board resolutions govern the company's management decisions, while member resolutions are required for constitutional changes and other matters specified by the Companies Act 2006. Special resolutions must be filed at Companies House within 15 days; all resolutions must be kept in the company's books for ten years.
Frequently Asked Questions
What is a Company Resolution Document?
It's the written record of a decision made by either the directors or the shareholders of a company. Board resolutions record decisions the directors take in running the business. Shareholder (member) resolutions record decisions that require member approval under the Companies Act 2006 or the company's articles. Both types create an official record in the company's books.
When is a shareholder resolution required by law?
The Companies Act 2006 requires a member resolution for several actions, including approving the company's accounts, changing the articles of association (special resolution), re-registering the company type, granting approval for certain substantial property transactions with directors, and voluntarily winding up the company.
What is the difference between an ordinary and a special resolution?
An ordinary resolution requires a simple majority (more than 50%) of votes cast. A special resolution requires a 75% majority of votes cast. The Companies Act specifies which decisions need each type. A special resolution is required for changes to the articles, reductions in share capital, and certain name changes, among others.
Can resolutions be passed in writing without holding a meeting?
Private companies can pass written resolutions under sections 288 to 300 of the Companies Act 2006. The proposed resolution must be sent to all eligible members, who must sign and return it within a specified period (the default is 28 days). Written resolutions require the same majority as a resolution passed at a meeting. Public companies cannot use written resolutions.
What must be included in a board resolution?
A board resolution should state the date it was passed, the names of the directors who voted, the decision made, and any relevant authority being granted (such as authorising a specific person to sign a contract on the company's behalf). It should be signed by the chair of the meeting or, for a written resolution, by all participating directors.
When must a resolution be filed at Companies House?
Special resolutions must be filed within 15 days of passing. Other resolutions that affect the company's constitution, authorise share allotments, or reduce share capital must also be filed. Ordinary board resolutions (for routine business decisions) are not filed but must be kept in the company's minute books for at least ten years.
How long must a company keep its resolutions and minutes?
Under section 248 of the Companies Act 2006, every company must keep its board minutes and written resolutions for at least ten years from the date they are recorded. Members' resolutions must be kept for ten years. The documents must be available for inspection by members at the company's registered office or a single alternative inspection location.
Can a resolution be challenged after it has been passed?
Yes. A resolution can be challenged on the grounds that the correct procedure was not followed (for example, insufficient notice was given), the required majority was not achieved, or the decision was made for an improper purpose. Minority shareholders can also petition under section 994 of the Companies Act 2006 if a resolution is part of conduct that is unfairly prejudicial to their interests.
About the Company Resolution Document
A Company Resolution Document is a formal legal instrument that records critical decisions made by your company's board of directors or shareholders. Under United States corporate law, this document serves as official proof of corporate authorization for significant business actions, ensuring compliance with federal regulations, state corporation laws, and your company's governing documents. Whether you're a Delaware corporation subject to the Delaware General Corporation Law or incorporated in another state, proper resolution documentation is essential for maintaining corporate good standing and legal protection.
When do you need this document?
You'll need a Company Resolution Document whenever your board or shareholders make formal decisions that require official documentation. This includes approving major transactions like mergers and acquisitions, authorizing the issuance of new shares or securities, appointing or removing corporate officers and directors, or approving significant contracts and business relationships. Public companies subject to the Securities Exchange Act of 1934 and Sarbanes-Oxley Act of 2002 have additional requirements for resolution documentation, particularly for financial reporting and internal control decisions. You'll also need resolutions for banking relationships, real estate transactions, loan agreements, and any actions that third parties require formal board authorization to complete.
Key legal considerations
Your Company Resolution Document must include specific elements to ensure legal validity and enforceability. The resolution statement section containing formal "RESOLVED" clauses is the document's core, clearly articulating the exact decisions made and any conditions or limitations. Authentication requirements are critical—resolutions typically require signatures from authorized officers such as the company secretary or president, and may need your corporate seal depending on state requirements and the nature of the decision. Voting results must be accurately recorded, including the number of directors or shareholders present, voting procedures followed, and whether the required majority or supermajority was achieved. The recitals section should provide sufficient background context to demonstrate the board's informed decision-making process, which can be crucial for defending against later challenges.
Legal requirements in United States
United States corporate law establishes both federal and state-level requirements for Company Resolution Documents that vary based on your incorporation jurisdiction and company type. Delaware corporations must comply with Delaware General Corporation Law provisions regarding notice, quorum, and voting procedures, while companies in other states follow their respective Business Corporation Acts. Federal requirements apply to specific situations—public companies must ensure resolutions comply with Sarbanes-Oxley requirements for financial oversight, while tax-related resolutions must align with Internal Revenue Code provisions. Your company's Articles of Incorporation, Bylaws, and any Shareholder Agreements may impose additional requirements for resolution procedures, voting thresholds, or documentation standards. Industry-specific regulations may also apply, particularly for financial services, healthcare, or other regulated sectors, requiring specialized resolution language or additional approvals.
GOVERNING LAW
Applicable law
This Company Resolution Document is drafted to comply with England and Wales law. Key legislation includes:
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